The Directors are pleased to present their 32nd Annual Report along with the audited
financial statements for the financial year ended March 31,2024.

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FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2024 are summarised
below:

(All figures in lakhs, Except for EPS)

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COMPANY PERFORMANCE AND RESULTS OF OPERATIONS
Standalone Results

During the year, your Company, on a standalone basis, earned a total revenue of Rs. 428.03
lakhs. The profit before tax during the year is Rs.84.92 lakhs.

After considering the tax provisions and adjustments, the profit for the year was Rs.62.35
lakhs..

Consolidated Results

During the year, your Company consolidated with all its subsidiaries and earned a total
revenue of Rs.428.03 lakhs. The profit before tax during the year is Rs. 62.35 lakhs.

DIVIDEND

The Board of Directors have decided to retain the entire amount of the FY 2023-24 profits in
the profit and loss account; hence, no dividend is being declared for this financial year.

SHARE CAPITAL

The Share Capital of the Company as of March 31, 2024, stood at Rs.15,87,58,060/- shares of
Rs. 10/- each as below:

a. 1,54,57,106 equity shares of Rs. 10/- each;

b. 4,18,700 Optionally Convertible Redeemable Preference Shares of Rs. 10/- each
TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Account; hence, no transfer
to General Reserve was made during the Year.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in
accordance with Indian Accounting Standards notified under the Companies (Indian
Accounting Standard) Rules, 2015 (‘IND AS’), form part of the Annual Report and are
reflected in the Consolidated Financial Statements of the Company.

In Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules,
2014, the financial position and performance of subsidiaries are given in Consolidated
Financial Statements. As of March 31, 2024, the company has a subsidiary, Aspire
Communications Private Limited. There has been no material change in the nature of the
subsidiaries' business. The consolidated financial statement has been prepared in
accordance with the relevant accounting standards, and a separate statement containing
the salient features of the financial statement of its subsidiaries and associates in form
AOC-1 is attached as Annexure I, along with the financial information of the company.

DEPOSITS

The Company has not accepted any deposits in terms of Chapter V of the Companies Act,
2013, read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under
review and as such, no amount on account of principal or interest on public deposits was
outstanding as of the balance sheet date.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and
investments given by the Company under Section 186 of the Companies Act, 2013 are
detailed in Notes to Accounts of the Financial Statements.

RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into any contract/ arrangement/ transaction
with a related party which can be considered as material in terms of the policy on related
party transactions laid down by the Board of Directors except for taking of loan from Dr.
Vasudevan Mahadevan (Managing Director and Promoter) to funds day to day operations
of the Company.

The related party transactions undertaken during the financial year 2023-24 are detailed in
Notes to Accounts of the Financial Statements. Particulars of contracts or arrangements
with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is
appended as Annexure-ll to the Board's Report.

CHANGES IN THE BOARD OF DIRECTORS

During the year, the following changes took place in the composition of the Board of
Directors:

? Resignation of Mr. Sampath (DIN: 07556751) as Independent Director, effective from
20.06.2024

? Reappointment of Ms. Srimathy (DIN: 08328823) as Independent Director for 5 years,
effective from 10.06.2024

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its Independent Directors that they meet
the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in respect of the financial year ended March 31, 2024.
Independent Directors have complied with the Code for Independent Directors prescribed
in Schedule IV of the Companies Act, 2013.

GOVERNANCE GUIDELINES

The Board of the Company has adopted Governance Guidelines on Board Effectiveness.
The Guidelines cover aspects related to the composition and role of the Board, Chairman
and Directors, Board diversity, definition of independence, Director term, retirement age
and Committees of the Board. It also covers aspects relating to nomination, appointment,
induction and development of Directors, Director remuneration, Subsidiary oversight, Code
of Conduct, Board Effectiveness Review and Mandates of Board Committees.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee (NRC) is responsible for developing
competency requirements for the Board based on the industry and strategy of the
Company. The Board composition analysis reflects an in-depth understanding of the
Company, including its design, environment, operations, financial condition and
compliance requirements. The Nomination and Remuneration Committee periodically
conducts a gap analysis to refresh the Board, including each time a Director’s appointment
or re-appointment is required. The Committee is also responsible for reviewing the profiles
of potential candidates vis-a-vis the needed competencies and meeting potential
candidates before making recommendations for their nomination to the Board. At the
time of appointment, specific requirements for the position, including expert knowledge
expected, are communicated to the appointee.

The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions of
Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing
Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an
‘Independent Director’ if they meet the requirements for ‘Independent Director’ as laid down
in the Act and Rules framed thereunder and Regulation 16(l)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity
of thought, experience, knowledge, perspective, age, and gender. It is also ensured that the
Board has an appropriate blend of functional and industry expertise. While recommending
the appointment of a Director, the Nomination and Remuneration Committee considers how
the individual's function and domain expertise will contribute to the overall skill-domain mix—
of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on
the Board of the Company are also expected to demonstrate high standards of ethical
behaviour, strong interpersonal and communication skills and soundness of judgement.
Independent Directors are also expected to abide by the ‘Code for Independent Directors’
outlined in Schedule IV of the Act.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year, the Company has not met any of the threshold requirements of
Section 135 of the Companies Act 2013. The need to spend on CSR or any related provisions of
CSR does not apply to the Company.

According to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an annual evaluation of its performance, the performance of the Directors,
as well as the assessment of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure and schedule for the Performance Evaluation process for the Board, its
Committees and Directors.

The Board evaluated the performance of the Board and individual Directors after seeking
input from all the Directors. The Board assessed the Committees' performance after
seeking information from the Committee Members. The criteria for performance evaluation
of the Board included aspects such as Board composition and structure, effectiveness of
Board processes, contribution to long-term strategic planning, etc. The criteria for
performance evaluation of the Committees included structure and composition, point of
Committee meetings, etc. The above criteria for assessment were based on the Guidance
Note issued by SEBI.

In a separate meeting, the independent Directors evaluated the performance of Non¬
Independent Directors and the performance of the Board as a whole. They also assessed
the performance of the Chairman, taking into account the views of Executive Directors and
Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees
and the Directors. The same was discussed in the Board Meeting that followed the
meeting of the independent Directors and Nomination and Remuneration Committee, at
which the feedback received from the Directors on the performance of the Board and its
Committees was also discussed.

The Directors are provided with necessary documents, reports and internal policies to
familiarise themselves with the company’s procedures and practices. Further, periodic
presentations are made at the Board and its Committee Meetings on business and
performance updates of the company, global business environment, business strategy and
risks involved. Quarterly updates on relevant statutory changes are provided to the
Directors in the Board meetings.

Upon appointment, the Directors are issued a Letter of Appointment setting out in detail
the terms of employment, including their roles, functions, responsibilities, and fiduciary
duties as a Director of the company.

The details of such a familiarisation programme for Independent Directors are posted on
the company's website and are available at https://www.calsofts.com/investor.

SKILLS, EXPERTISE AND COMPETENCIES OF THE BOARD

The Board of Directors has, based on the recommendations of the Nomination and
Remuneration Committee (‘NRC’), identified the following core skills/
expertise/competencies of Directors as required in the context of business of the Company
for its effective functioning:

NUMBER OF BOARD MEETINGS

During the year, Five (5) board meetings were conducted, and details are available in the
Corporate Governance Report. The intervening gap between the two board meetings was
within the period prescribed by the Companies Act 2013.

The primary committees of the Board are the Audit Committee, Nomination and
Remuneration Committee, and Stakeholder Relationship Committee. Since the Company
does not fall under the top 1000 listed entities based on market capitalisation, the
Company doesn't need to form a Risk Management Committee.

1) Audit Committee

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In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and
the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its
Powers) Rules 2014, the company has duly constituted a qualified and independent Audit
Committee. The Audit Committee of the Board consists of four "Non-Executive &
Independent Directors" as members having adequate financial and accounting
knowledge. The audit committee's composition, procedures, powers, roIe/functions and
terms of reference are set out in the corporate governance report, forming part of the
Board's report.

During the financial year 2023-24, the Audit Committee met four times on 30.05.2023,
06.09.2023,14.11.2023, and 14.02.2024. During the period under review, the suggestions put
forth by the Audit Committee were duly considered and accepted by the Board of
Directors. There were no instances of non-acceptance of such recommendations.

2) Nomination and Remuneration Committee

As of 31.03.2024, the Nomination and Remuneration Committee comprises five Non¬
Executive Independent Directors. Mrs. AVN Srimathi, the Independent Director, is the
Chairman of the Committee. The committee met four times during the year on 30.05.2023,
06.09.2023,14.11.2023 and 14.02.2024.

3) Stakeholder Relationship Committee

The Company has a Stakeholders Grievance Committee (formerly known as
Shareholders’/lnvestors’ Grievance Committee) of the Board of Directors to look into the
redressal of complaints of shareholders/investors’ such as transfer or credit of shares, non¬
receipt of dividend/notices/annual reports, etc.

As of 31.03.2024, the Stakeholder Relationship Committee comprises six members: Five
independent directors, and one non-executive director. Mrs. AVN Srimathi, the
Independent Director, is the Chairman of the Committee. The committee met four times
during the year on 30.05.2023, 06.09.2023,14.11.2023 and 14.02.2024.

1) Nomination and Remuneration Policy

Our Company has constituted a Nomination, Remuneration and Governance Committee of
the Board of Directors and formulated a Nomination and Remuneration Policy containing
the criteria for determining qualifications, positive attributes and independence of a
director and policy relating to the remuneration for the directors, key managerial personnel
and senior management personnel of the Company. The Nomination and Remuneration
Policy is available on the website of the Company, www.calsofts.com and relevant extracts
from the Policy are reproduced in Annexure III to this report.

The Board affirms that the remuneration paid during the financial year 2023-24 to the
Employees and Key Managerial Personnel was as per the Company's Remuneration policy.

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2) Whistle Blower Policy - Vigil Mechanism

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and
the provision of Section 177(9) read with Rule of the Companies (Meeting of Board and its
Powers) Rules 2014, the company has duly established a vigil mechanism for stakeholders,
directors and employees to report genuine concerns about unethical behaviour, actual or
suspected fraud or violation of the company's code of conduct or ethics policy. The Audit
Committee of the Company oversee the vigil mechanism. The company affirms that no
personnel has been denied direct access to the Chairman of the Audit Committee.

The Policy also protects the whistle-blower against victimisation or discriminatory
practices. The Policy is available on the website of the Company at www.calsofts.com.

3) Board Diversity

The Policy on Board Diversity (the "Policy") sets out the Company's approach to ensuring
adequate diversity in its Board of Directors (the "Board"). It is devised in consultation with
the Nomination and Remuneration Committee (the "Committee") of the Board.

The Company recognises and embraces the benefits of having a diverse Board of Directors
and sees increasing diversity at the Board level as an essential element in maintaining a
competitive advantage in its complex business. It is recognised that a Board composed of
appropriately qualified people with a broad range of experience relevant to the industry of
the Company is necessary to achieve effective corporate governance and sustained
commercial success.

A truly diverse Board will include and make good use of differences in skills, regional and
industry experience, background, race, gender and other distinctions among Directors.
These differences will be considered in determining the optimum composition of the
Board and, when possible, should be balanced appropriately. At a minimum, the Board of
the Company shall consist of at least one woman Director. All Board appointments are
made on merit, in the context of the skills, experience, independence, knowledge and
integrity that the Board requires to be effective.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the
Institute of Company Secretaries of India, relating to ‘Meetings of the Board of Directors’
and ‘General Meetings’, respectively, have been duly followed by the Company.

AUDITORS
Statutory Auditors

The Company has received a certificate from the Statutory Auditors to the effect they are
not disqualified to continue as Auditors of the Company. The notes on the financial
statement referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments.

Secretarial Auditor

S. Dhanapal and Associates, Company Secretaries-in-Practice, have been appointed as
Secretarial Auditor for the financial year 2023-24, the Secretarial Audit Report in Form No. MR.3
issued by the Secretarial Auditor forms part of the Annual Report as Annexure IV to the
Board's report.

The Secretarial Auditor has qualified the report with respect to the matters stated below.
During the period under review, the Company has complied in accordance with the
requirements to be met with the applicable provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above to the extent applicable during the year, except
for delay in filing forms on few occasions with the MCA, BSE and NSE, payment of fee to MCA;
CSR related compliances, website disclosures.

The Board is taking steps to comply with the requirements which have arisen due to technical
difficulties/ inadvertence

Cost Audit- The Company is not required to conduct a cost audit.

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PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 per
Annexure VI

Percentage increase in the Median Remuneration of employees in the financial year

The median remuneration of employees for the financial year 2023-24 arrived at Rs. 6.00
lakhs/- per month, and the median remuneration for the previous financial year, 31st March
2024, arrived at Rs. 7.2 lakhs/- per year. Accordingly, there was an decrease of 20 % in the
median remuneration of employees in a financial year.

Number of permanent employees on the rolls of the Company as of March 31,2024

The number of permanent employees on the rolls of the Company as of March 31, 2024, was
32.

Average percentile increases already made in the salaries of employees other than
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
any exception circumstances for increase in managerial remuneration.

The average percentile increase was about 10% for all employees who went through the
compensation review cycle in the year. For the managerial position, the compensation level
remained the same with respect to the Managing Director and, Executive Director and
CFO. It has marginally increased due to annual increments based on their performance.

DETAILS OF PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE
DIRECTORS VIS A VIS THE COMPANY

1 } ‘ ,

No sitting fees were given to any non-executive Directors for every meeting of the Board
and committee meeting they attended as members of the board.

Dr. Vasudevan Mahalingam holds 55,22,972 equity shares as of March 31,2023.

INTERNAL FINANCIAL CONTROLS

The term Internal Financial Controls has been defined as the policies and procedures
adopted by the company to ensure orderly and efficient conduct of its business, including
adherence to the company’s policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of accounting records, and the timely
preparation of reliable financial information. Your Company has adequate and robust
Internal Control Systems commensurate with its operations' size, scale and complexity.

To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board. The Internal Audit Department monitors
and evaluates the efficacy and adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Based on the Internal Audit function report, process owners undertake
corrective action in their respective areas, strengthening the controls. Significant audit
observations and recommendations, along with corrective actions thereon, are presented
to the Audit Committee of the Board.

The Audit Committee also conducts discussions about Internal Control Systems with the
Internal and Statutory Auditors, and the Management of the Company satisfies themselves
on the integrity of financial information and ensures that financial controls and risk
management systems are robust and defensible.

HUMAN RESOURCES
Employee Strength and Expansion

Calsoft employs more than 1000 employees to deliver an industry-leading revenue per
employee. Calsoft continued its focus on talent localisation strategy in global locations; a
strategy adopted a decade ago, ahead of the market. This has paid rich dividends in an era
of strong emphasis on talent localisation.

In FY 2023-24, the human resource function continued to build on its organisational
strategy and mission. Our various initiatives were focused on simplifying HR function,
impacting the entire hire-to-retire cycle, and enhancing employee experience by delivering
distinctive people practices. HR function collaborated with businesses to enhance business
value by driving operational efficiencies and effective organisation design.

Talent Acquisition, Talent Development & Career Management

Calsoft’s talent acquisition & talent management practices are aligned to our strategy. We_
have leveraged Digital and Cloud technologies to enhance the quality and experience of
our Talent Acquisition, Talent Development and Career Management programs. We also
leveraged artificial intelligence & data science to hire the right talent at the right time.
Calsoft believes LEARN, UNLEARN, and RELEARN is a continuous process that will bring in
new models of employment and force organisations to rethink the Future of Work and the
Workplace. We shifted focus on enhancing the business value through increasing passion,
proficiency and value by enabling our employees to drive Performance, Productivity and
Innovation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.

The Company has not received any complaint on sexual harassment during the financial
year ended 31.03.2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS
IN FUTURE

During the year, no significant and material orders passed by the Regulators or Courts or
Tribunals impact the going concern status and the Company’s operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

No such transaction affects the financials for the year ending and the date of the report.

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EXTRACT OF ANNUAL RETURN

As per the MCA Notification dated August 28, 2020, amending to Rule 12(1), a web link of
the Annual Return is furnished in accordance with sub-section (3) of Section 92 of the
Companies Act, 2013 and as prescribed in Form MGT-7 of The Companies (Management
and Administration) Rules, 2014. You may please refer to our Company’s weblink:
https://www.calsofts.com/_files/ugd/535075_7bl7517037864c3c85bad6e285dc8f8f.pdf

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the
Companies Act, 2013 and as stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance, including Management Discussion and Analysis report
under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, along with a certificate from M/s. S Dhanapal &
Associates LLP, Practicing Company Secretaries, confirming the compliance is annexed
herewith marked as Annexure VII and forms part of this report.

CODE OF CONDUCT

Regarding SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and
Companies Act 2013, the Company has laid down a Code of Conduct (Code) for all the
Company's Board Members and Senior Management Personnel. The Code is also posted on
the Company's Website: www.calsofts.com. All Board Members and Senior Management
Personnel have affirmed their compliance with the Code for the March 31, 2023 financial
year. A declaration signed by Dr. M. Vasudevan, Managing Director, forms part of the
Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Agreement, the Management
Discussion and Analysis Report, titled Management Report, forms part of this Report.

RELATED PARTY TRANSACTIONS

During the year under review, the company has not entered into any transaction of a
material nature with its subsidiaries, promoters, Directors, management, senior
management personnel, their relatives, etc., that may have any potential conflict with the
company's interest. The company has obtained requisite declarations from all Directors and
senior management personnel, which were placed before the Board of Directors.

There have been no materially significant related party transactions, monetary transactions
or relationships between the company and its Directors, management, subsidiary, or
relatives, except for those disclosed in the financial statements for the financial year 2023¬
24. Detailed information on materially significant related party transactions is enclosed in
Annexure II to the Board Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Since the company is in the Information Technology Enabled Services (ITES), the provisions
relating to the conservation of energy and technology absorption are not applicable.

During this FY 2023-24, the company earned Rs. 400 lakhs as foreign exchange earnings.

Pursuant to Section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, your Company complied with the compliance requirements and the details of
compliances under the Companies Act, 2013 are enumerated below:

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Your Directors confirm the following:

• In preparation for the annual accounts, the applicable accounting standards were
followed along with proper explanation relating to material departures;

• The directors had selected such accounting policies. They applied them consistently and
made judgments and estimates that were reasonable and prudent to give an accurate
and fair view of the state of affairs of the company at the end of the financial year and of
the profit or loss of the company for that period.

• The directors had taken proper and sufficient care to maintain adequate accounting
records in accordance with the provisions of the Companies Act 2013 to safeguard the
company's assets and to prevent and detect fraud and other irregularities.

• The directors had prepared the annual accounts on a going concern basis.

• Proper internal financial controls were in place, and the financial controls were adequate
and were operating effectively.

• Proper systems were in place to ensure compliance with the provisions of all applicable
laws and were adequate and operating effectively.

GREEN INITIATIVES

From the FY 2016-17 onwards, Electronic copies of Annual Reports and Notice of the Annual
General Meeting are sent to all members whose email addresses are registered with the
Company / Depository Participant(s). For members who have not registered their email
addresses, physical copies of the Annual Report were sent.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All critical and pertinent investor information, such as financial results, investor
presentations, press releases, new launches and project updates, are regularly available on
the Company's website www.calsofts.com.

ACKNOWLEDGEMENT

We take this opportunity to thank our customers, shareholders, suppliers, bankers,
business partners/ associates and Government and regulatory authorities in India and
other countries of operation for their consistent support and encouragement to the
Company and look forward to their continued support during the coming years. We record
our appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Dr. M. Vasudevan Vijayakumar M

Managing Director & CEO Whole Time Director

Place: Chennai
Date: August 14,2024